Credence Announces Definitive Agreement to Acquire NPTest
MILPITAS, Calif. and SAN JOSE, Calif., Feb 23, 2004 /PRNewswire-FirstCall via COMTEX/ -- Credence Systems Corporation (CMOS), a leading provider of design-to-test solutions for the worldwide semiconductor industry and NPTest Holding Corporation (NPTT), a leading provider of test and diagnostic products, today announced that they have entered into a definitive agreement pursuant to which Credence would acquire NPTest. Together, the companies will form the world's premier pure play capital equipment manufacturer in Non-DRAM semiconductor test.
The acquisition will be a combined stock-for-stock and cash transaction valued at approximately $660 million and is expected to be neutral to earnings-per-share for the first combined quarter, i.e. Credence's fourth fiscal quarter, and accretive in fiscal year 2005. The board of directors of each company has unanimously approved the agreement.
"We believe that NPTest's high-performance product capabilities combined with Credence's cost-of-test leadership will provide our customers with an unparalleled set of solutions from design-to-production test," said Dr. Graham Siddall, Credence chairman and chief executive officer. "Our combination of technology and infrastructure resources creates a new, top-tier test company that can meet the most demanding performance and cost-of-test requirements of its customers."
"Credence's established market presence and leading sales, distribution and support organization will enable us to more quickly and effectively meet our customers' requirements," said Ashok Belani, NPTest president and chief executive officer. "Credence has significant competitive products and technologies, particularly in the flash, mixed-signal and wireless segments. Combined with our strength in high-end, high-performance markets, we look forward to creating a new industry leader."
With the acquisition of NPTest, Credence expands its product portfolio to include high-end SoC, mixed-signal, RF, flash and automotive test systems. Additionally, with a full suite of debug, characterization and validation tools, Credence is the only ATE company to offer a complete design-to-test portfolio.
Dr. Graham Siddall will continue to serve as Credence's Chairman and Chief Executive Officer. Ashok Belani will assume the role of Vice Chairman of Credence. Dipanjan Deb of Francisco Partners and Ashok Belani will join Credence's current Board of Directors.
Terms of the Agreement
Under the terms of the agreement, Credence will acquire NPTest in a combined stock-for-stock and cash transaction valued at approximately $660 million based on the closing price of Credence stock on February 20, 2004. Each NPTest common share outstanding as of the closing date will be converted into the right to acquire 0.80 shares of Credence common stock and $5.75 in cash. The acquisition is intended to be accounted for as a purchase transaction. The transaction is subject to various closing conditions, including approval by Credence and NPTest stockholders and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Credence anticipates the acquisition will close in its third fiscal quarter and expects to realize approximately $25 million in synergies in its fiscal year 2005.
UBS Investment Bank acted as exclusive financial advisor to Credence and Credit Suisse First Boston and Citigroup acted as financial advisors to NPTest.
Conference Call
A conference call will be held this morning at 7:00 a.m. PST to discuss this transaction. Participants will include Dr. Graham Siddall, Credence's chairman and chief executive officer and Mr. Ashok Belani, NPTest president and chief executive officer. Credence is also scheduled to present at the Goldman Sachs Technology Investment Symposium this week from February 23-25, 2004 in Phoenix, Arizona.
The call-in number is: Domestic: 1-800-901-5241 Passcode: 87991176 International: 1-617-786-2963 Passcode: 87991176
Please call ten minutes prior to the scheduled start time. The conference call will also be broadcast simultaneously over the Internet. Please visit www.credence.com to access the call. If you have any questions or comments, please contact Brian Sereda at 408-635-4333.
About Credence
Credence Systems Corporation is changing the future of semiconductor production by integrating test solutions throughout the design, validation and production processes. A leader in the manufacture of automated test equipment (ATE) for the global semiconductor industry, Credence offers a wide range of systems for the test of analog, digital, non-volatile memory, mixed-signal, SoC, and wireless semiconductor devices typical in today's automobile, portable computing, consumer and communications products. Credence and its subsidiaries also provide test program development and debug software, engineering validation test solutions, and advanced photon probing technology that enable faster time-to-market with lower total cost-of-test. Headquartered in Milpitas, California, the company is an ISO 9001 certified manufacturer and maintains advanced production and design facilities in Hillsboro, Oregon. More information is available at credence.com .
About NPTest
NPTest designs, develops and manufactures advanced semiconductor test and diagnostic systems and provides related services for the semiconductor industry. NPTest customers include integrated device manufacturers, foundries, fabless companies and assembly and test subcontractors worldwide. NPTest products and services enable companies to bring their increasingly complex integrated circuits, or ICs, to market faster at lower cost and without compromising IC quality. The NPTest business traces its history back to 1965 when Fairchild Semiconductor established an automated test equipment division. NPTest is headquartered in San Jose, California, USA. Additional information is available at www.nptest.com. |
